SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CRESTVIEW CAPITAL MASTER LLC

(Last)

(First)

(Middle)

95 REVERE DRIVE

SUITE A

(Street)

NORTHBROOK,

60062

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HyperSpace Communications, Inc. [ HCO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/25/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
common stock, no par value per share ("Common Stock")	04/25/2006		P		50,939	A	$3.12	1,300,939	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
10% Convertible Debenture	$3.12	04/25/2006		P		2,500,000		04/25/2006	07/25/2006	Common Stock	801,282	$0	1,300,939⁽¹⁾	D
Common Stock Purchase Warrant	$3.12	04/25/2006		P		342,500		04/25/2006	04/25/2011	Common Stock	342,500	$0	1,300,939⁽¹⁾	D

Explanation of Responses:

1. The Debenture and Warrant each contains a contractual provision blocking its conversion or exercise, as applicable, when the Reporting Person owns over 9.99% of the issued and outstanding Common Stock of the Issuer, subject to not less than 61 days' notice on any waiver. Since the Reporting Person currently owns 10.8% of the issued and outstanding Common Stock, neither the Debenture nor the Warrant is currently convertible or exercisable, as applicable, and the shares underlying the Debenture and Warrant have not been included in the calculations herein of Reporting Person's beneficial ownership or the Issuer's issued and outstanding shares of Common Stock.

Remarks:

On April 25, 2006, in connection with the purchase of securities from the Issuer, the Reporting Person was issued (i) a 10% Convertible Debenture, (ii) a Common Stock Purchase Warrant and (iii) 50,939 shares of Common Stock. As a result of such transaction, the Reporting Person owns an aggregate of 1,300,939 shares of Common Stock. Based on 12,060,017 issued and outstanding shares of Common Stock as of April 25, 2006, as reported to the Reporting Person by the transfer agent of the Issuer, the Reporting Person currently owns 10.8% of the issued and outstanding shares of Common Stock. The Reporting Person disclaims beneficial ownership in the securities covered by this Form 4 except to the extent of such Reporting Person's pecuniary interest in such securities.

	/s/ Stewart R. Flink, Member - Crestview Capital Master, LLC - Crestview Capital Partners, LLC, its sole Manager	04/28/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.